SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
AMENDMENT NO. 16
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
- --------------------------------------------------------------------------------
{Name of Issuer)
Shares of Common Stock, Par Value $1.00 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
026522 10 2
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
H. J. Skelton
P. O. Box 19366
Jacksonville, Florida 32245-9366
(904) 223-4700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 12, 1996
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Statement and is filing this
Statement because of Rule 13d-l(b) (3) or (4), check the following box: ( )
Check the following box if a fee is being paid with this Statement: ( )
1
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
ROBERT D. DAVIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
Number of 7. SOLE VOTING POWER
13,722 Shares**
Shares
---------------------
Beneficially owned 8. SHARED VOTING POWER
5,422,437 Shares**
by Each Reporting
---------------------
Person 9. SOLE DISPOSITIVE POWER
13,722 Shares**
With
---------------------
10. SHARED DISPOSITIVE POWER
5,422,437 Shares**
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,436,159 Shares**
- --------------------------------------------------------------------------------
l2. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.35%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
** See Item 5 to the Schedule 13D attached hereto.
2
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
T. WAYNE DAVIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( X )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
10,332 Shares**
Shares ---------------------
Beneficially owned 8. SHARED VOTING POWER
5,440,222 Shares**
by Each Reporting ---------------------
Person 9. SOLE DISPOSITIVE POWER
10,332 Shares**
With ---------------------
10. SHARED DISPOSITIVE POWER
5,440,222 Shares**
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,450,554 Shares**
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SIARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.45%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
** See Item 5 to the Schedule 13D attached hereto.
3
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
A. DANO DAVIS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF-AF-OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
96,430 Shares**
Shares ---------------------
Beneficially owned 8. SHARED VOTING POWER
5,499,830 Shares**
by Each Reporting ---------------------
Person 9. SOLE DISPOSITIVE POWER
96,430 Shares**
With ---------------------
10. SHARED DISPOSITIVE POWER
5,499,830 Shares**
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,596,260 Shares**
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.51%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
** See Item 5 to the Schedule 13D attached hereto.
4
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
1. NAME OF REPORTING PERSON
CHARLES P. STEPHENS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
PF AF-00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
1,315 Shares**
Shares --------------------
Beneficially owned 8. SHARED VOTING POWER
5,433,495 Shares**
by Each Reporting --------------------
Person 9. SOLE DISPOSITIVE POWER
1,315 Shares**
With --------------------
10. SHARED DISPOSITIVE POWER
5,433,495 Shares**
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,434,810 Shares**
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.34%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
**See Item 5 to the Schedule 13D attached hereto.
5
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
1. NAME OF REPORTING PERSON
D.D.I., INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
59-2448386
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
BK-AF-WC-OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida - U.S.A.
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
5,398,589 Shares**
--------------------
Shares
Beneficially owned 8. SHARED VOTING POWER
-O- Shares**
by Each Reporting --------------------
Person 9. SOLE DISPOSITIVE POWER
5,398,589 Shares**
With --------------------
10. SHARED DISPOSITIVE POWER
-O- Shares**
- --------------------------------------------------------------------------------
11. AGGREATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,398,589 Shares**
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.08%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
** See Item 5 to the Schedule 13D attached hereto.
6
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
1. NAME OF REPORTING PERSON
SIVAD INVESTORS, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
76-0485018
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( x )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS - U.S.A.
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
5,398,589 Shares**
Shares --------------------
Beneficially owned 8. SHARED VOTING POWER
-O- Shares**
by Each Reporting --------------------
Person 9. SOLE DISPOSITIVE POWER
5,398,589 Shares**
With --------------------
10. SHARE DISPOSITIVE POWER
-0- Shares**
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,398,509 Shares**
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGEGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.08%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- --------------------------------------------------------------------------------
** See Item 5 to the Schedule 13D attached hereto.
7
<PAGE>
CUSIP NO. 026522 10 2 13D
-----------
1. NAME OF REPORTING PERSON
AHLI, LTD.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
76-0519078
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( X )
b( )
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. S0URGE OF FUNDS
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS - U.S.A.
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER
5,398,589 Shares**
--------------------
Shares
Beneficially owned 8. SHARED VOTING POWER
-O- Shares**
by Each Reporting --------------------
Person 9. SOLE DISPOSITIVE POWER
5,398,589 Shares**
With --------------------
10. SHARED DISPOSITIVE POWER
-0- Shares**
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,398,509 Shares**
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.08%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
** See Item 5 to the Schedule 13D attached hereto.
8
<PAGE>
This Amendment No. 16 to Schedule 13D dated November 12, 1996, hereby
amends the following items of the Schedule 13D dated August 7, 1981, as amended
by Amendment No. 1 thereto dated December 2, 1981, Amendment No. 2 thereto dated
October 31, 1982, Amendment No. 3 thereto dated March 7, 1983, Amendment No. 4
thereto dated March 5, 1984, Amendment No. 5 thereto dated January 20, 1986,
Amendment No. 6 thereto dated December 9, 1986, Amendment No. 7 thereto dated
August 31, 1987, Amendment No. 8 thereto dated April 8, 1988, Amendment No. 9
thereto dated February 15, 1989, Amendment No. 10 thereto dated March 3, 1992,
Amendment No. 11 thereto dated March 11, 1993, Amendment No. 12 thereto dated
September 27, 1993, Amendment No. 13 thereto dated June 1, 1994, Amendment No.
14 thereto dated November 25, 1994, and Amendment No. 15 thereto dated June 11,
1995, filed with respect to the Davises.
ITEM 1. Security and Issuer.
--------------------
This Schedule 13D relates to shares of Common Stock, par value $1.00
per share (the "Shares"), of American Heritage Life Investment Corporation
("AHLIC"), a corporation organized and existing under the laws of the State of
Florida. The address of the principal executive offices of AHLIC is 1776
American Heritage Life Drive, Jacksonville, Florida, 32224.
ITEM 2. Identity and Background.
------------------------
This Schedule 13D is filed jointly as to the following persons, who are
collectively referred to as the "Davises":
(1) Robert D. Davis ("RDD") whose principal business address is 4310
Pablo Oaks Court, Jacksonville, Florida 32224. RDD's principal occupation is
that of Chairman of the Board of Directors of D.D.I. Inc. and a member of the
Board of Directors of Winn-Dixie Stores, Inc. ("Winn-Dixie").
(2) A. Dano Davis, ("DANO") whose principal business address is 5050
Edgewood Court, Jacksonville, Florida 32254. DANO's principal occupation is that
of Chairman of the Board of Directors of Winn-Dixie.
(3) T. Wayne Davis ("TWD") whose principal business address is 1910 San
Marco Boulevard, Jacksonville, Florida 32207. TWD's principal occupation is that
of an investor and a member of the Board of Directors of Winn-Dixie.
(4) Charles P. Stephens, ("CPS") whose principal business address is 1
Pascall Road, Peachtree City, Georgia 30269. CPS's principal occupation is Vice
President, Director and a principal stockholder of Norman W. Paschall Co., Inc.,
which is a broker, importer, exporter and processor of textile fibers and by-
products, and is a member of the Board of Directors of Winn-Dixie.
(5) D.D.I., Inc. ("DDI") is a corporation, the stock of which is held
by the families ("Davis Families") of four deceased brothers - A. Darius Davis
("ADD"), James E. Davis ("JED"), M. Austin Davis ("MAD") and Tine W. Davis
("Tine"). RDD, DANO and TWD are the sons of ADD, JED and Tine, respectively. CPS
is MAD's daughter's husband.
9
<PAGE>
DDI's principal business is that of a holding company for assets for
the Davis Families. Its principal business address is 4310 Pablo Oaks Court,
Jacksonville, Florida 32224 and its directors and executive officers are as
follows:
Directors: DANO, RDD, TWD, CPS and H. J. Skelton ("HJS")
Executive Officers: RDD Chairman of Board
HJS President & Treasurer
HJS is not a member of the Davis Families and his principal occupation
is President of DDI.
(6) SIVAD Investors, L.L.C. ("SIVAD") is a limited liability
corporation which is 99% owned by DDI. Its principal business is managing
limited partnerships whose partners are entities owned by the Davis Families.
SIVAD is located at c/o Baker & Botts, One Shell Plaza/910 Louisiana, Houston,
Texas 77002-4995, and its managers and executive officers are as follows:
Managers: DANO, RDD, HJS, and Harry D. Francis ("HDF")
Executive Officer: HJS, President
HDF is not a member of the Davis Families, and his principal occupation
is Vice President of DDI.
(7) AHLI, Ltd. ("AHLI") is a limited partnership (see Note 1). Its
principal business is holding stock of the issuer for the Davis Families. AHLI
is located at c/o Baker & Botts, One Shell Plaza/910 Louisiana, Houston, Texas
77002-4995 and its sole General Partner is SIVAD.
JED was the principal founder in 1956 of American Heritage Life
Insurance Company ("AHL") and he, along with other members of his family through
individual shareholdings, trusts, and affiliated corporations and partnerships,
have been the principal shareholders in that company and AHLIC of which AHL
became a wholly owned subsidiary in 1968. JED was Chairman of the Board of
Directors of AHL from its founding in 1956 to July, 1986 and Vice Chairman from
July, 1986 until his death on March 19, 1993. He was also Chairman of the Board
of Directors of AHLIC from its founding in 1968 to February, 1990 and Vice
Chairman from February, 1990 until his death. RDD is a director and member of
the Executive Committee of AHLIC and AHL. DANO was elected a director of AHLIC
on June 25, 1993 and a director of AHL on June 29, 1993. None of the other
Davises set forth above hold any managerial positions with AHLIC or its
affiliates.
None of the Davises have, during the past five (5) years, been
convicted in any criminal proceeding nor, have any of them, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in subjecting any of the Davises to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws. All members of the Davises who are natural persons are
citizens of the United States of America and all members which are corporations
or partnerships were organized in, and exist under laws of, the State of Florida
or Texas.
10
<PAGE>
ITEM 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The Shares which are the subject of this amended Schedule 13D filing
have been acquired from time to time by the Davises with personal funds, funds
of affiliates, working capital and funds borrowed from banks. For information
concerning the amounts and manner in which the aforesaid Shares are held, see
Item 5 below. None of the total 5,781,158 Shares which are the subject of this
amended Schedule 13D filing were held as collateral for bank loans on November
12, 1996.
ITEM 4. Purpose of Transaction.
-----------------------
This Amendment of Schedule 13D is being filed to report that on
November 12, 1996, in connection with the formation of AHLI, Ltd. ("AHLI"), a
limited partnership, DDI and Estuary Corporation ("Estuary") contributed
4,189,263 shares and 1,209,326 shares of the issuer's common stock,
respectively, to AHLI and SIVAD. Of such shares, AHLI received 5,344,603 and
SIVAD received 53,986. Further, on the same date, SIVAD contributed the 53,986
shares it received to AHLI in exchange for a 1% general partnership interest. As
a result of such transactions, AHLI holds 39.08% of the issuer's shares.
ITEM 5. Interest in Securities of the Issuer.
-------------------------------------
The following table shows as to the Davises the total ownership of the
Shares and those Shares as to which each of the Davises has sole voting and
dispositive power and each has shared voting and dispositive power, representing
in the aggregate 5,781,158 Shares or 41.85% of the total outstanding Shares of
13,813,525 as of November 12, 1996.
11
<PAGE>
<TABLE>
<CAPTION>
OTHER
FAMILY SHARED VOTING AND
SOLE VOTING AND DISPOSITIVE POWER MEMBERS DISPOSITIVE POWER
TOTAL OWNING
NO. LESS
OWNER SHARES RDD TWD DANO CPS THAN 5% OTHER DDI(1)(2)
- ----- ------ --- --- ---- --- ------- ----- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AHLI, LTD.(1) 5,398,589 5,398,589
FND, LTD.(3) 38,399 38,399
ADFAM PARTNERS, LTD.(4) 23,848 23,848
JAMES E. DAVIS - WD
CHARITIES, INC. (5) 19,999 19,999
JED'S FAMILY'S TRUSTS(6) 160,859 58,031 25,327 77,501
MAD'S FAMILY'S TRUSTS(7) 44,853 6,206 38,647
CPS 1,315 1,315
TWD'S FAMILY'S TRUSTS(8) 74,574 10,322 27,609 36,643
TINE W. DAVIS - WD
CHARITIES, INC.(9) 5,000 5,000
RODA TRUST(10) 13,722 13,722
--------- ------ ------ ------ ----- ------ ------- ---------
TOTALS 5,781,158 13,722 10,322 96,430 1,315 59,142 201,638 5,398,589
========= ====== ====== ====== ===== ====== ======= =========
(SEE NOTES ON NEXT PAGE)
</TABLE>
<PAGE>
(1) Limited partnership of which SIVAD is a 1% general partner, DDI is a
76.61% limited partner and Estuary is a 22.39% limited partner. DDI and
Estuary own 99% and 1% of SIVAD, respectively.
(2) The voting and dispositive power of DDI is as follows:
Voting and Dispositive Power Percentage
---------------------------- ----------
RDD (2)(A) and (10) 23.19%
TWD (2)(B) 22.73%
DANO (2)(C) 29.62%
Aggregate holdings of all other members
of the Davis Family, none of whom have
voting and dispositive power of 9.00% or
more of the outstanding shares of DDI. 24.46%
(A) Includes DDI shares held by trusts for the benefit of
RDD's children of which RDD is sole trustee, RODA
Trust's 9.56% interest and ADD Trust's 78.75% interest
(see note (11)) in DDI shares held by ADFAM Partners,
Ltd. ["ADFAM"] (see note (4)) and ADSONS, Inc.
["ADSONS"], a corporation wholly owned by ADFAM. RDD
disclaims any beneficial interest in DDI shares which
aggregate .96% held by trusts for the benefit of his
daughters.
(B) Includes DDI shares held by TWD as custodian for his
grandchildren, TWD's wife and trusts of which TWD is
sole or co-trustee and he, his mother, his sisters and
other family members are beneficiaries. TWD disclaims
beneficial interest in DDI shares which aggregate 18.65%
and which are held by TWD as custodian, his wife or
trusts for the benefit of his children, mother, sisters
or sisters' children.
(C) Includes the DDI shares held by Estuary. Also includes
DDI shares held by DANO's wife and trusts for the
benefit of DANO, his mother, his children, his sister,
his sister's children, his mother-in-law, MAD's daughter
and MAD's grandchildren, of which DANO is sole or
co-trustee. DANO disclaims beneficial interest in shares
held directly or indirectly by trusts for the benefit of
his sister, his sister's children, MAD's daughter or
MAD's grandchildren which aggregate 3.76% of DDI's
shares.
(3) Limited partnership of which Estuary Corporation, a corporation owned
by DANO's wife and Trusts for the benefit of DANO, his mother, his
children, his sister or his sister's children, is the general partner
and two irrevocable trusts of which DANO is sole trustee and he and his
sister are each sole beneficiaries and two revocable trusts for the
benefit of DANO and his sister of which DANO is sole or co-trustee, are
limited partners. As to the Shares held by FND, Ltd., DANO has sole
voting and dispositive power through the general partner ownership.
(4) Limited partnership of which ADD Trust (see note (11)) is a general and
limited partner. RODA Trust, a revocable trust of which RDD is sole
trustee and beneficiary, is a limited partner and a corporation of
which RODA Trust is a 50% shareholder is a general partner.
(5) Private charitable foundation established by JED for which DANO, his
wife, his mother and his sister share voting and dispositive power for
Shares which it holds. DANO disclaims any beneficial interest in the
Shares held by such foundation.
13
<PAGE>
(6) Trusts for the benefit of DANO, his children, his sister or his
sister's children. Of the 160,859 Shares held by such trusts, 135,532
Shares are held by trusts for which DANO is sole or co-trustee and
25,327 Shares are held by trusts for which DANO's sister is sole
trustee. DANO disclaims any beneficial interest in 58,378 Shares held
by such trusts of which he is a co-trustee and his sister or his
sister's children are beneficiaries.
(7) Trusts of which MAD's widow, children and other descendants are
beneficiaries. DANO is co-trustee for trusts holding 3,741 Shares, CPS'
wife is co-trustee for a trust which holds 19,999 Shares and CPS and
his wife are co-trustees for trusts which hold 14,907 Shares. DANO
disclaims any beneficial interest in such Shares.
(8) Trusts for which TWD, his mother, his sisters, his children or his
sisters' children are beneficiaries. Of the 74,574 Shares held by such
trusts, 10,322 Shares are held by trusts for which TWD is sole trustee,
36,643 Shares are held by trusts for which TWD is co-trustee and 27,609
Shares are held by the revocable trust of TWD's mother of which she is
sole trustee. TWD disclaims any beneficial interest in 42,860 Shares
which are held by trusts of which he is a trustee and his sisters, his
children or his sisters' children are beneficiaries.
(9) Private charitable foundation established by Tine W. Davis, deceased
father of TWD, for which TWD has shared voting and dispositive power
for Shares which it holds. TWD disclaims any beneficial interest in
Shares held by such foundation.
(10) Revocable trust of which RDD is the sole trustee and beneficiary.
(11) Trust of which RDD became successor trustee to his father, A. Darius
Davis upon the latter's death, RDD resigned as trustee and appointed a
successor but RDD retained authority to replace his successor at his
discretion. RDD is also among the beneficiaries of the Trust which is
included in the estate of A. Darius Davis.
- --------------------------------------------------------------------------------
The following table shows the date of purchases of shares during the
last sixty days (60) by the Davises and their affiliates, the number of shares
purchased and the costs thereof, all of which purchases, except as indicated,
having been made in the open market:
Purchased by Date No. of Shares Cost
- ------------ ---- ------------- ----
None.
14
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
--------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------------
The shareholders of DDI and Estuary have entered into shareholder
agreements with respect to their Shares held in each of these corporations,
copies of which agreements are Exhibits 2 and 4, respectively, of Amendment No.
11 to Schedule 13D, which Exhibits are incorporated herein by reference. The
descriptions below of such agreements are modified by and subject to the
provisions of the respective agreements.
In substance these agreements prohibit the transfer of the stock of DDI
and Estuary by the shareholders of these corporations to anyone other than a
"Permitted Shareholder" as defined in the particular agreement. In the case of
DDI, the "Permitted Shareholders" include (1) existing shareholders, (2) any
lineal descendant of ADD, JED, MAD or Tine, (3) trusts, the majority of whose
interest is for the benefit of a Permitted Shareholder, (4) corporations and
partnerships, the majority interest of which is owned by a Permitted Shareholder
and (5) private foundations to which a Permitted Shareholder is a substantial
contributor. In the case of Estuary, the Permitted Shareholders include (1)
existing shareholders, (2) the lineal descendants of JED and (3) any trusts,
corporations, partnerships or foundations similar to those described in phrases
(3), (4) and (5) of the previous sentence.
In addition each of these agreements requires that the Shares of the
respective corporations be voted for the election to the Board of Directors of
certain designated persons or their successors as designated by the surviving or
remaining designated persons. In the case of DDI, the board of directors shall
consist of up to eight members, three of which shall be ADD, JED and MAD and
four of which shall consist of a lineal descendant of each of ADD, JED, MAD and
Tine or a spouse of each such lineal descendant. ADD, JED and MAD have all
deceased. In the case of Estuary, the board of directors shall consist of ADD,
JED, DANO and RDD (the Original Directors) or successors designated by the
Original Directors plus any Additional Directors unanimously nominated by the
Original Directors who shall be elected by the shareholders of the corporation.
No successor has been designated for ADD or JED.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
None
15
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After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true correct and complete.
DATED: November 22, 1996
ROBERT D. DAVIS *
------------------------
Robert D. Davis
T. WAYNE DAVIS *
------------------------
T. Wayne Davis
A. DANO DAVIS *
------------------------
A. Dano Davis
CHARLES P. STEPHENS *
------------------------
Charles P. Stephens
/s/H. J. Skelton
------------------------
D.D.I., Inc.
H. J. Skelton, President
/s/H. J. Skelton
------------------------
SIVAD Investors, L.L.C.
H. J. Skelton, President
AHLI, Ltd.
By: SIVAD Investors, L.L.C.
General Partner
By: /s/H. J. Skelton
------------------------
H. J. Skelton, President
* /s/H. J. Skelton
------------------------
H. J. Skelton
Attorney-In-Fact
Pursuant to a power-of-attorney
previously filed with the
Commission which power is
incorporated herein by reference.
16
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